Not alone out there
by Jinxgirl
Summary: Caroline has a lot of worries; Max has all the answers. Circa season 2.
Max Black had finally managed to find a semi-comfortable position on her lumpy mattress and just the right angle to sort of support her head on her flat pillow when she heard a shrill shriek from the other side of her thin apartment walls. Most women might have jumped out of shock or even fear upon hearing a sound like that at 1 am in the morning; Max simply opened one eye and scowled. Her roommate had insisted on watching all three movies of the newest and lamest horror series, because, as she had put it, "the main guy in it is totally savory." Caroline Channing was not exactly known for being a paragon of logic and level headedness even without the visual aid of severed limbs in her view, and Max was no more shaken when she heard a second scream a moment later.

"Are you playing with yourself in your vagina bed?" she called out, referencing the obscenely pink-decorated bed that could be pushed back into the wall she and Caroline had labored to put together the year before. "Because as long as you keep quiet and don't use our wooden cupcake spoon as a prop, whatever gets you off. You did hear me about the quiet part though, right?"

"Did you hear that?" Caroline called back to her, her voice shaking audibly and much higher in pitch than usual.

"What, the ear shattering pitch of the siren you call your scared voice?" Max shot back, pulling her blanket more firmly around herself and considering pulling it over her head as well to block out any future cries Caroline might feel like uttering.

"No, the noise in the house!" Caroline insisted. "It's like this weird creaking noise!"

"It's probably your narrow little ass trying to exit out some of that left over Taco Bell," Max shrugged off, smirking at the mental image this gave her. "Spread your legs open and see if that helps you air out."

"No, Max, I'm serious!" Caroline's voice was just as high in pitch but starting to get indignant now as well. "I heard creaking, like someone walking across the floor, and another noise kind of like a groan!"

"Oh, that was me," Max offered. "I found what I thought was a blue M&M in bed, but it turned out it was just a bead. It must have been from the last guy I slept with and his lizard keychain."

"Max-" Caroline began again, her voice almost pleading, but Max interrupted her before she could describe any further inventive fears.

"Quiet time now. You need something scary to lull you to unconsciousness, listen to the sound of my snoring and think about how much money you would have to pay to get boobs big enough to literally squash your lungs into submission while you sleep."

She rolled over again, pleased with herself when Caroline went quiet, apparently unable to come up with a good response. But when she herself started to hear the slow creaking of the apartment floorboards, the long whine of her door's cringing hinge as Caroline pushed it open, and then felt the quick breaths of the other girl's nervous exhalations close to her face as the blonde leaned over her side of the bed, she opened her eyes, unable to make her glare as intimidating as she wanted it to be when she had to look at Caroline slightly cross eyed.

"Max," Caroline whispered loudly, as though this would somehow make up for the fact of her existence in the moment.

"Forget it, I'm not that kind of girl," Max quipped, looking Caroline's thin and rather scantily clad frame up and down as though judging and rejecting her goods. "Unless you got at least ten bucks and decent weed. And I've seen the contents of your pants pockets, your fake doggy purse, and our couch linings, so I know you can't be holding out on me in that department."

"Max, I saw something on the wall," Caroline persisted, still in the same exaggerated whisper that she had spoken in before. Her blue eyes darted, and she moved a little closer to the bed as though simply being near Max would keep her protected. Amused, Max raised an eyebrow.

"Mold, bullet holes, and blood stains can't kill you overnight," she informed her, only half kidding. "It's a slow cumulative effect over time, made for maximum suffering."

It seemed that repeated exposure to it was finally making Caroline immune to Max's relentless sarcasm, because she ignored it entirely. "Can I sleep in here tonight with you?" she pleaded.

Even as she spoke she already had her hands on the blankets and one knee on the bed, practically straddling Max in her eagerness to slide in beside her. Max pointed this out with a sigh, already sliding aside.

"Seeing as you're already climbing in I take it that wasn't an actual question. Whatever. Just remember, whatever you're plotting in that blonde skull of yours, I don't want to hear it unless it has something to do with money, sex, or drugs. Or lizards. We can talk lizards. It's literally the only thing that kept me with bead guy for a few days."

"Okay," Caroline said as she adjusted herself beside her, fluffing up a pillow that wasn't capable of being anything but saggy and flat. "Thanks, Max. Good night."

The silence between them was broken frequently by Caroline's squirming and small noises of discomfort as she attempted to find a non lumpy and non sagging piece of the mattress on her side. It couldn't have been more than two minutes before she spo

ke again.

"Max, are you sure there aren't any killers in this building?"

"You killed rats with a chair, and I've killed the hopes and dreams of everyone around me as well as my own soul," Max smirked, turning her head just enough to face her and heaving a sigh. "Of course there is."

"No, for real," Caroline repeated, propping herself up on one elbow and looking down at her. "What if there are? Real killers, right here in this building?"

"Well," Max pointed out, "we have Russian perverts who may or may not be running a sex trafficking ring, where they both are traffickers and the trafficked. We have someone who literally tried to eat his own eyes the last time he shot up. We have a dog trainer that seems just a bit too bonded with his poodle. If they aren't killers yet, they're about to make me increase my own body count."

But as usual, Caroline wasn't really listening, nor did she find her comments amusing. "Max, I'm not ready to die yet," she said seriously, a bit of panic flashing into her eyes. "I haven't achieved any of my dreams yet, not one!"

"Me either, because you're keeping me up where I can't have any," Max deadpanned, starting to pull her pillow back over her face, but Caroline yanked it off of her.

"I'm serious, Max. Our cupcake business has failed, my father is in prison, and you are both the only friend and the only family that I have now!"

"Now that you put it like that, that is pretty horrifying," Max muttered, sitting up slightly. "Especially because that's true of me too."

"What if we both die without ever having anything more?" Caroline persisted, her blue eyes wide, voice overly earnest with her voiced fears. "What if we always fail and we're just broke and depressed for the rest of our all too short lives?"

"Honestly, it wouldn't be a big surprise," Max shrugged. "Until I met you I figured everyone already knew that about life, but you always were a little slow. Look on the bright side, if our lives are gonna suck that bad, death might actually be a sweet release."

"But what if it's true?" Caroline couldn't seem to let this go. "What if I'm never going to get anywhere in life? What if I live and die in this stupid dirty apartment with the nickel and quarter I picked up from the subway floor in my pocket and a dollar store lipstick in my purse? What if everyone who looks at me for the rest of my life is just going to see that I failed, and they'll never want to be with me because they'll know and I don'? What if they think I'm pathetic for still trying? What if I'm always alone? What if I never find anyone who really knows me and still wants me around? I can't take the thought of being alone, I can't-"

Her voice was cut off when Max leaned forward, one hand grasping the back of her head, and pressed her lips against hers, hard and firm. When she pulled back, Caroline was gaping, mouth open, and her eyes seemed ready to pop right out of their sockets. Max grinned, nodding as though in approval.

"Well that shut you up nicely. Look at it this way. Whether or not you end up alone, with me around, you at least always have the option of being sexually satisfied. Now close your mouth if you're not gonna use it for something fun, and go to sleep."

She turned her back to Caroline, curling back up beneath the covers and closing her eyes. Beside her she could sense Caroline remaining frozen, unable to move even to lie down, and the other girl's voice was shaking a little when she finally spoke.

"Um, Max…what do you mean, use my mouth for something fun?"

"Caroline, you may be blonde but even you can't be that stupid," Max muttered, heaving a sigh. "Use that college grad brain and work it out."

"Stuff like- like what you did?" Caroline faltered.

"You're catching on." Max rolled over again, removing the blanket from her face, and squinted up at her. "What did I say about use it or shush it on the mouth?"

For a moment Caroline just looked down at her, seeming to be trying to relearn how to breathe. Then she leaned in and with both determination and hesitance pressed her lips to Max's. They kissed, lips closed at first, then parting, and when Caroline felt Max's tongue against hers she gasped, pulling back slightly, before leaning in and parting her lips to let her in.

When they pulled slightly back both were breathless, but this wasn't enough to stop Max from saying huskily, "Maybe you're going places after all," as she took Caroline's hand and placed it on her breast. As Caroline kept it there lightly, feeling the heart Max always claimed not to have beating fast beneath her touch, she knew that although she may never win at life, she would never be alone.


End file.
